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G.R. No.

186597 June 17, 2015 did then and there willfully, unlawfully and feloniously misappropriate, misapply,
and convert the said amount to their own personal use and benefit to the damage
PEOPLE OF THE PHILIPPINES, Petitioner, and prejudice of ANAPED ESTATE, INC., in the sum above-aforementioned.3
vs.
VICTORIA R. ARAMBULO and MIGUELARAMBULO, JR., Respondents. On 14 April 2003, respondents filed a Motion to Suspend Proceedings on the
ground of a prejudicial question in view of the pendency of two intra-corporate
DECISION cases pending before the RTC of Quezon City and Makati City. SEC Case No. 05-97-
5659 is a petition filed by Victorias brother Oscar for accounting of all corporate
PEREZ, J.: funds and assets of Anaped, annulment of sale, injunction, receivership and
damages.4 SEC Case No. 03-99-6259 is a petition filed by Victoria and her brothers
Reynaldo and Domingo questioning the authority of their elder sibling Rodrigo
This Petition for Review on Certiorari seeks to annul the Decision 1 and
Reyes and Emerenciana R. Gungab, as well as the Anaped Board of Directors and
Resolution2 dated 5 February 2008 and 27 February 2009, respectively of the Court
officers, including private complainant Buban to act for and in behalf of the
of Appeals, Seventeenth Division in CA-G.R. SP No. 86353 which effectively
corporation.5
suspended the criminal proceedings in Criminal Case No. C-62784, an estafa case
against respondents before the Regional Trial Court (RTC), Branch 121, Caloocan
City. In their motion to suspend proceedings, respondents asserted that the resolution of
the SEC cases in their favor particularly the issues of whether of the group of
Rodrigo and Buban are the lawful representatives of the corporation and whether
Records show that respondent Victoria R. Arambulo (Victoria), Emerenciana R.
they are duly authorized to make a demand for remittance would necessarily result
Gungab, Reynaldo Reyes (Reynaldo), Domingo Reyes (Domingo), Rodrigo Reyes and
in their acquittal in the criminal case.
Oscar Reyes (Oscar) are the heirs of Spouses Pedro C. Reyes and Anastacia Reyes.
Anaped Estate Inc. (Anaped) was incorporated as part of the estate planning or as
conduit to hold the properties of the estate of Pedro Reyes for and in behalf of his On 28 August 2003, the trial court, through Presiding Judge Adoracion G. Angeles,
heirs. granted the motion for suspension of the proceedings. The trial court reasoned that
the issue in the SEC cases, i.e., who between the groups has the right to act for and
in behalf of the corporation, has a direct link to the issue of the culpability of the
Jose Buban (Buban), as Vice-President and General Manager of Anaped Estate Inc.
accused for estafa, thus:
(Anaped), filed a complaint for estafa against Victoria and her husband Miguel
Arambulo, Jr. (Miguel) before the Office of the City Prosecutor of Caloocan City. He
alleged that Victoria failed to remit the rentals collected from the time the For indeed, if the aforesaid issues are resolved in the [respondents] favor, they
ownership of the commercial apartments was transferred to Anaped. cannot be held liable for misappropriation for they possess the authority to collect
rentals and hold the same on behalf of the firm. They would then be justified in not
remitting the collections to the group of Jose Buban who would be then deemed as
On 24 April 2001, Assistant City Prosecutor Alvin A. Almora recommended the filing
mere usurpers of authority.6
of an Information against respondents. On 1 June 2001, respondents were charged
with estafa committed as follow:
Acting on the Motion for Reconsideration filed by petitioner, the trial court issued
an Order dated 19 February 2004 setting aside its 28 August 2003 Order and setting
That on [or] about the period from December, 1994 to June, 1997, in the City of
the case for pre-trial. The trial court noted that respondents failed to file an
Caloocan, Philippines, and within the jurisdiction of the Honorable Court, the said
opposition to the motion for reconsideration. Respondents filed an Omnibus
accused, conspiring together and mutually helping one another, and with
Motion praying that they be allowed to file their Comment/Opposition to the
unfaithfulness or abuse of confidence, after having received rentals from IMF
motion for reconsideration and that the pre-trial be held in abeyance. Respondents
International Corporation, in the total amount of THREE HUNDRED NINETEEN
claimed that the Order of the trial court to file comment/opposition was served on
THOUSAND EIGHT HUNDRED EIGHTY-EIGHT (P319,888.00)PESOS, under the express
respondents themselves and not on their counsel.
obligation of turning over or remitting the same to ANAPED ESTATE
INCORPORATED, once in possession of the said amount and far from complying
with their obligation aforesaid and despite notice [to] that effect, the said accused
On 23 June 2004, the trial court denied respondents Omnibus Motion. The trial is found to be defective, it is as if no demand was ever made, hence the prosecution
court stressed that even if the order was served upon respondents and not upon for estafa cannot prosper.
their counsel, records show that a copy of the motion for reconsideration was
served by registered mail upon counsel. Thus, the trial court stated that Petitioner filed a motion for reconsideration but it was denied in a Resolution dated
respondents counsel was well aware of the existence of the motion for 27 February 2009.
reconsideration, thus he could have taken the initiative to file his comment thereto
without waiting for any directive from the court. In this petition for review on certiorari, petitioner raises the lone ground of whether
the Court of Appeals erred in declaring that there exists a prejudicial question which
Aggrieved, respondents filed a petition for certiorari before the Court of Appeals calls for the suspension of the criminal proceedings before the trial court.
asserting that the trial court committed grave abuse of discretion when it denied
them the opportunity to file their comment; when it ruled that respondents Petitioner argues that any decision of the trial court in the SEC cases with respect to
counsel should have filed the comment as he was furnished a copy of the motion the question of who are the lawful officers or directors of Anaped is not
for reconsideration; and when it granted petitioners motion for reconsideration. determinative of the liability of respondents to remit the rental collections in favor
of Anaped. Petitioner proffers that a corporation has a personality distinct and
On 5 February 2008, the Court of Appeals granted the petition. The dispositive separate from its individual stockholders. Petitioner emphasizes that at the time the
portion reads: WHEREFORE, the assailed Orders of the respondent Judge dated demand for remittance of the rental collections was made against respondents,
February 19, 2004 and July 23, 2004 are REVERSED and SET ASIDE and she is hereby Buban was an officer of Anaped and until such time that his authority is validly
enjoined from hearing the Criminal Case No. C-62784 until the termination of the revoked, all his previous acts are valid and binding. Moreover, petitioner avers that
SEC Case No. 03-99-6259. The August 28, 2003 Order of the respondent Judge is the duty of respondents to remit the collection still subsists even during the
hereby REINSTATED.7 pendency of the SEC cases as the money remitted goes directly to the corporation
and not to the person who demanded the remittance. Finally, petitioner opines that
Preliminarily, on the procedural question, the Court of Appeals pointed out that question pertaining to the authority of Buban to demand remittance may only be
respondents were given the opportunity to present their side in their motion to considered as a defense in the estafa case and not as a ground to suspend the
suspend proceedings. The appellate court treated respondents arguments in said proceedings.
motion as their Comment/Opposition to the Motion for Reconsideration filed by
petitioner. That is correct. A prejudicial question is one that arises in a case the resolution of which is a logical
antecedent of the issue involved therein, and the cognizance of which pertains to
The appellate court ruled that in SEC Case No. 03-99-6259: another tribunal. It is a question based on a fact distinct and separate from the
crime but so intimately connected with it that it determines the guilt or innocence
[T]he issue is the legality of the election of ANAPED Board of Directors, as well as of the accused, and for it to suspend the criminal action, it must appear not only
the authority of its officers, which include private complainant Jose Buban, to act that said case involves facts intimately related to those upon which the criminal
for and in behalf of the corporation. Clearly, it involves facts that are intimately prosecution would be based but also that in the resolution of the issue or issues
related to those upon which the criminal case is based. The resolution of the issues raised in the civil case, the guilt or innocence of the accused would necessarily be
raised in this intra-corporate dispute will ultimately determine the guilt or determined.9
innocence of [respondents] in the crime of estafa initiated by Jose Buban. It must
be remembered that one of the elements of the crime of estafa with abuse of Section 7, Rule 111 of the 2000 Rules of Criminal Procedure prescribes the elements
confidence under paragraph 1 (b) of Article 315 of the Revised Penal Code is a that must concur in order for a civil case to be considered a prejudicial question, to
demand made by the offended party to the offender. A valid demand must wit:
therefore be made by an offended party to the offender. 8
Section 7. Elements of prejudicial question. The elements of a prejudicial question
The appellate court added that since respondents are challenging the authority of are: (a) the previously instituted civil action involves an issue similar or intimately
Buban, then the validity of Bubans demand to turn over or remit the rentals is put related to the issue raised in the subsequent criminal action, and (b) the resolution
in question. The appellate court concluded that if the supposed authority of Buban of such issue determines whether or not the criminal action may proceed.
Aptly put, the following requisites must be present for a civil action to be owner could only give rise to a civil action and does not constitute the crime of
considered prejudicial to a criminal case as to cause the suspension of the criminal estafa.13
proceedings until the final resolution of the civil case: (1) the civil case involves facts
intimately related to those upon which the criminal prosecution would be based; It is true that the accused may be convicted of the felony under Article 315,
(2) in the resolution of the issue or issues raised in the civil action, the guilt or paragraph 1(b) of the Revised Penal Code if the prosecution proves
innocence of the accused would necessarily be determined; and (3) jurisdiction to misappropriation or conversion by the accused of the money or property subject of
try said question must be lodged in another tribunal. 10 the Information. In a prosecution for estafa, demand is not necessary where there
is evidence of misappropriation or conversion.14 The phrase, "to misappropriate to
As correctly stated by the Court of Appeals, SEC Case No. 05-97-5659 does not ones own use" has been said to include "not only conversion to ones personal
present a prejudicial question to the criminal case for estafa. It is an action for advantage, but also every attempt to dispose of the property of another without
accounting of all corporate funds and assets of Anaped, annulment of sale, right."15 In this case, the resolution of the issue of misappropriation by respondents
injunction, receivership and damages. Even if said case will be decided against depends upon the result of SEC Case No. 03-99-6259. If it is ruled in the SEC case
respondents, they will not be adjudged free from criminal liability. It also does not that the present Anaped directors and officers were not validly elected, then
automatically follow that an accounting of corporate funds and properties and respondent Victoria may have every right to refuse remittance of rental to Buban.
annulment of fictitious sale of corporate assets would result in the conviction of Hence, the essential element of misappropriation in estafa may be absent in this
respondents in the estafa case. case.

With respect to SEC Case No. 03-99-6259, however, we affirm the Court of Appeals In this connection, we find important the fact, noted by the CA, that:
finding that a prejudicial question exists.1wphi1 The Complaint in SEC Case No. 03-
99-6259 prays for the nullification of the election of Anaped directors and officers, It appears from the record of the case that Victoria Arambulo for the last twenty
including Buban. Essentially, the issue is the authority of the aforesaid officers to (20) years had been tasked with the management and collection of rentals of the
act for and behalf of the corporation. real properties the Reyes siblings inherited from their parents, Ana and Pedro
Reyes.16
On the other hand, the issue in the criminal case pertains to whether respondents
committed estafa. Under Article 315, paragraph 1(b) of the RPC, the elements of As earlier mentioned, SEC Case No. 03-99-6259 is a petition filed by Victoria and her
estafa with abuse of confidence are as follows: (1) that the money, goods or other brothers Domingo and Reynaldo questioning the very authority of their elder
personal property is received by the offender in trust or on commission, or for siblings Rodrigo and Emerenciana, as well as the Anaped Board of Directors and
administration, or under any other obligation involving the duty to make delivery Officers, including Buban to act for and in behalf of the corporation. We find this
of, or to return, the same; (2) that there be misappropriation or conversion of such issue consonant with the provisions of the Corporation Code which provides in
money or property by the offender, or denial on his part of such receipt; (3) that Section 23 that:
such misappropriation or conversion or denial is to the prejudice of another; and (4)
that there is demand by the offended party to the offender. 11 Sec. 23. The Board of Directors or Trustees. - Unless otherwise provided in this
Code, the corporate powers of all corporations formed under this Code shall be
The elements of demand and misappropriation bear relevance to the validity or exercised, all business conducted and all property of such corporations controlled
invalidity of the authority of Anaped directors and officers. In Omictin v. Court of and held by the board of directors or trustees to be elected from among the holders
Appeals,12 we held that since the alleged offended party is the corporation, the of stocks, or where there is no stock, from among the members of the corporation,
validity of the demand for the delivery rests upon the authority of the person who shall hold office for one (1) year and until their successors are elected and
making such a demand on the companys behalf. If the supposed authority of the qualified.
person making the demand is found to be defective, it is as if no demand was ever
made, hence the prosecution for estafa cannot prosper. The Court added that mere In Valle Verde Country Club, Inc. v. Africa,17 we said that:
failure to return the thing received for administration or under any other obligation
involving the duty to deliver or return the same or deliver the value thereof to the
The underlying policy of the Corporation Code is that the business and affairs of the
corporation must be governed by a board of directors whose members have stood
for election, and who have actually been elected by the stockholders, on an annual MARIA LOURDES P.A. SERENO
basis. Only in that way can the directors continued accountability to shareholders, Chief Justice
and the legitimacy of their decisions that bind the corporations stockholders, be
assured. The shareholder vote is critical to the theory that legitimizes the exercise
of power by the directors or officers over properties that they do not own.

From the foregoing, it is clear that, should respondents herein prevail in SEC Case
No. 03-99-6259, then Buban, who does not own either by himself or in behalf of
Anaped which is the owner, the property heretofore managed by Victoria, cannot
demand remittance of the rentals on the property and Victoria does not have the
obligation to turn over the rentals to Buban.

Verily, the result of SEC Case No. 03-99-6259 will determine the innocence or guilt
of respondents in the criminal case for estafa.

WHEREFORE, the petition is DENIED. The Decision and Resolution of the Court of
Appeals dated 5 February 2008 and 27 February 2009 enjoining the Regional Trial
Court of Caloocan City, Branch 121 from hearing Criminal Case No. C-62784 until
the termination of SEC Case No. 03-99-6259, are AFFIRMED.

SO ORDERED.

JOSE PORTUGAL PEREZ


Associate Justice

WE CONCUR:

MARIA LOURDES P.A. SERENO


Chief Justice
Chairperson

TERESITA J. LEONARDO-DE CASTRO BIENVENIDO L. REYES*


Associate Justice Associate Justice

ESTELA M. PERLAS-BERNABE
Associate Justice

CERTIFICATION

Pursuant to Section 13, Article VIII of the Constitution, I certify that the conclusions
in the above Decision had been reached in consultation before the case was
assigned to the writer of the opinion of the Court's Division.
16
Footnotes Rollo, p. 42.

* 17
Additional member per Raffle dated 20 April 2015. 614 Phil. 390, 400 (2009).

1
Rollo, pp. 33-45; Penned by Associate Justice Regalado E. Maambong
with Associate Justices Celia C. Librea-Leagogo and Sixto C. Marella, Jr.
concurring.

2
Id. at 47-48.

3
Id. at 49.

4
CA rollo, pp. 49-56.

5
Rollo, p. 36.

6
Id. at 51.

7
Id. at 44.

8
Id. at 42. (Emphasis omitted).

9
Pimentel v. Pimentel, et al., 645 Phil. 1, 6 (2010) citing Go v.
Sandiganbayan (First Division), 559 Phil. 338, 341 (2007).

10
Sabandal v. Tongco, 419 Phil. 13, 17 (2001) citing Prado v. People, 218
Phil. 573, 577 (1984).

11
Jandusay v. People, G.R. No. 185129, 17 June 2013, 698 SCRA 619, 625
citing Asejo v. People, 555 Phil. 106, 112-113 (2007).

12
G.R. No.148004, 541 Phil. 68, 79 (2007).

13
Id.

14
Lee v. People, 495 Phil. 239, 250 citing Salazar v. People, 439 Phil. 762
(2002) citing United States v. Ramirez, 9 Phil. 67 (1907) and Sy v. People,
254 Phil. 693 (1989).

15
Quinto v. People, 365 Phil. 259, 270 (1999).